MARCH 29 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Result of placing of ordinary shares in ConvaTec Group Plc
Further to the announcement released on 28 March 2017 regarding a sale of a 19.95% shareholding in ConvaTec Group Plc ("ConvaTec") to Novo A/S (the "Sale") and a proposed placing of shares to institutional investors by way of an accelerated bookbuilding process (the "Placing"), Nordic Capital and Avista (each as defined below) announce that they have elected to increase the size of the placement of shares due to strong investor demand.
Through the Placing, Nordic Capital and Avista have sold an aggregate of 375 million ordinary shares in ConvaTec at a price of 260 pence per ordinary share, raising gross proceeds of £975 million.
Following the completion of the Placing and the Sale, Nordic Capital will own 314,158,828 shares in ConvaTec, representing approximately 16.10% of the issued share capital, and Avista will own 137,244,619 shares representing approximately 7.03%.
In connection with the Placing, Nordic Capital and Avista have agreed not to sell any ordinary shares in ConvaTec which are not sold in the Placing for a period of 90 days after completion of the Placing (subject to waiver by the Joint Bookrunners and certain customary exceptions, including any enforcement by the lenders under the terms of previously announced existing margin loans entered into by Nordic Capital and Avista).
In connection with the Sale, Novo A/S, Nordic Capital and Avista has each agreed with the other not to sell any ordinary shares in ConvaTec which are not sold in the Placing for a period of 90 days after completion of the Sale and Placing (subject to certain customary exceptions, including the consent of the other parties and any enforcement by the lenders under the terms of previously announced existing margin loans entered into by Nordic Capital and Avista).
The proceeds of the Placing are payable in cash on usual settlement terms. ConvaTec will not receive any proceeds from the Placing.
Goldman Sachs International ("Goldman Sachs"), Merrill Lynch International ("BofA Merrill Lynch") and UBS Limited ("UBS") are acting as joint bookrunners in connection with the Placing.
BofA Merrill Lynch +44 20 7995 3700
Goldman Sachs +44 20 7774 1000
UBS +44 20 7567 8000
Nordic Capital +46 8 440 50 50
Katarina Janerud, NC Advisory AB, advisor to the Nordic Capital Funds
Avista +1 212 521 4879
Daniel Yunger, KEKST
"Nordic Capital" refers to Nordic Capital VII Limited, acting in its capacity as General Partner of Nordic Capital VII Alpha, L.P. and Nordic Capital VII Beta, L.P. together with associated co-investment vehicles and Nordic Capital VI Limited, acting in its capacity as General Partner of Nordic Capital VI Alpha, L.P. and Nordic Capital VI Beta, L.P. together with associated co-investment vehicles.
"Avista" is the limited liability companies and limited partnerships managed by Avista Capital Managing Member, LLC with interests in ConvaTec, including Avista Capital Partners LP, Avista Capital Partners II LP and their affiliated funds and co-invest vehicles.
This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.
This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, Japan or any other jurisdiction where such offer or solicitation would be unlawful. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration under or pursuant to an exemption from, or transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.
In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this announcement is directed exclusively at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons in the United Kingdom who are not relevant persons and persons in other Relevant Member States who are not Qualified Investors should not take any action on the basis of this announcement and should not act or rely on it.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to ConvaTec and ConvaTec's shares. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
No representation or warranty, express or implied, is made by any of BofA Merrill Lynch, Goldman Sachs or UBS or any of their respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement or such publicly available information, and nothing in this announcement will be relied upon as a promise or representation in this respect, whether or not to the past or future, and accordingly none of BofA Merrill Lynch, Goldman Sachs or UBS or any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Placing, BofA Merrill Lynch, Goldman Sachs and UBS or any of their respective affiliates acting as an investor for its own account may take up as a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own account such Placing Shares and other securities of ConvaTec or related investments in connection with the Placing or otherwise. In addition, BofA Merrill Lynch, Goldman Sachs and UBS or any of their respective affiliates may enter into financing arrangements (including swaps and contracts for differences) with investors in connection with which BofA Merrill Lynch, Goldman Sachs and UBS (or any of their respective affiliates) may from time to time acquire, hold or dispose of Placing Shares. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, BofA Merrill Lynch, Goldman Sachs, UBS and any of their respective affiliates acting as investors for their own accounts. BofA Merrill Lynch, Goldman Sachs and UBS do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in ConvaTec or ConvaTec's shares.
Each of Merrill Lynch International, Goldman Sachs, and UBS, which are authorised by the Prudential Regulatory Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, are acting on behalf of the Sellers only in connection with the Placing and no one else, and will not be responsible to anyone other than the Sellers for providing the protections offered to clients of BofA Merrill Lynch, Goldman Sachs and UBS nor for providing advice in relation to the Placing Shares or the Placing.